LIMITED LIABILITY COMPANY AGREEMENT OF IPMT TRANSPORT, LLC
Exhibit 3.26
This Limited Liability Company Agreement (the “Agreement”) of IPMT TRANSPORT, LLC, a
Delaware limited liability company (the “Company”), is made as of July 9, 2011, by
iPAYMENT, INC., a Delaware corporation (the “Member”).
WHEREAS, the Member desires to form the Company as a limited liability company in accordance
with the Delaware Limited Liability Company Act (as amended, the “Act”);
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Organization. On July 9, 2011, the Company was formed as a
Delaware limited liability company by the filing of a certificate of formation in the office of the
Secretary of State of Delaware (the “Certificate”). The authorized person has resigned
effective at the time of the filing of the Certificate of Formation.
Section 2. Registered Office; Registered Agent. The registered office of
the Company in the State of Delaware will be the initial registered office designated in the
Certificate or such other office (which need not be a place of business of the Company) as the
Member may designate from time to time in the manner provided by law. The registered agent of the
Company in the State of Delaware will be the initial registered agent designated in the
Certificate, or such other person as the Member may designate from time to time in the manner
provided by law. The principal office of the Company will be at such location as the Member may
designate from time to time, which need not be in the State of Delaware.
Section 3. Powers. The Company will have all powers permitted to be
exercised by a limited liability company organized in the State of Delaware.
Section 4. Term. The Company commenced on the date the Certificate was
filed with the Secretary of State of Delaware, and will continue in existence until terminated
pursuant to this Agreement.
Section 5. Fiscal Year. The fiscal year of the Company for financial
statement and federal income tax purposes will be the same as the Member’s fiscal year.
Section 6. Member. The Member owns 100% of the limited liability company
interests in the Company.
Section 7. Address. The address of the Member is set forth below:
iPayment, Inc.
00 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
00 Xxxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Section 8. New Members. No person may be admitted as a member of the
Company without the approval of the Member.
Section 9. Liability to Third Parties. The Member will not have any
personal liability for any obligations or liabilities of the Company, whether such liabilities
arise in contract, tort or otherwise.
Section 10. Capital Contributions. The Member has made a capital
contribution in cash to the Company in the amount of $100.00. The Member will not be required to
make any additional capital contributions to the Company except as may otherwise be agreed to by
the Member.
Section 11. Participation in Profits and Losses. All profits and losses of
the Company will be allocated to the Member.
Section 12. Distributions. Distributions will be made by the Company to the
Member at such times as may be determined by the Member.
Section 13. Management. The power and authority to manage, direct and
control the Company will be vested solely in the Member.
Section 14. Officers. The Member may but is not required to, from time to
time, designate one or more individuals to be officers of the Company, with such titles as the
Member may assign to such individuals. Officers so designated will have such authority and perform
such duties as the Member may from time to time delegate to them. Any number of officer positions
may be held by the same individual. Any officer may resign as such at any time by providing
written notice to the Company. Any officer may be removed as such, either with or without cause,
by the Member, in its sole discretion. Any vacancy occurring in any officer position of the
Company may be filled by the Member. The officers of the Company, if and when designated by the
Member, will have the authority, acting individually, to bind the Company.
Section 15. Indemnification. The Company shall indemnify any individual who
is or was a party or is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that he is or was
the Member or an officer, or manager of the Company against expenses (including reasonable
attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such individual in connection with such action, suit or proceeding, to the
extent permitted by applicable law. The right to indemnification conferred in this Section 15
includes the right of such individual to be paid by the Company the expenses incurred in defending
any such action in advance of its final disposition (an “Advancement of Expenses”);
provided, however, that the Company will only make an Advancement of Expenses upon
delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts
so advanced if it is ultimately determined that such Indemnitee is not entitled to be indemnified
under this Section 15 or otherwise.
Section 16. Dissolution. The Company will dissolve and its affairs will be
wound up as may be determined by the Member, or upon the earlier occurrence of any other event
causing dissolution of the Company under the Act. In such event, the Member will proceed
diligently to
2
wind up the affairs of the Company and make final distributions, and will cause the existence of
the Company to be terminated.
Section 17. Amendment or Modification. This Agreement may be amended or
modified from time to time only by a written instrument that is executed by the Member.
Section 18. Binding Effect. This Agreement will be binding on and inure to
the benefit of the Member and its successors and assigns.
Section 19. Governing Law. This Agreement is governed by and will be
construed in accordance with the law of the State of Delaware without regard to the conflicts of
law principles thereof.
[Remainder of page left blank intentionally.]
3
IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date
set forth above.
| MEMBER: iPAYMENT, INC., a Delaware corporation |
||||
| /s/ Xxxx Xxxxxx | ||||
| Xxxx Xxxxxx | ||||
| Chief Financial Officer | ||||
4
SCHEDULE A
| Member and Business Address | Capital Contribution | Interest | ||||||
iPayment, Inc. |
$ | 100.00 | 100 | % | ||||
00 Xxxxxx Xxxxx Xxxx. |
||||||||
Xxxxx 000 |
||||||||
Xxxxxxxxx, XX 00000 |
||||||||
5
